RCGM LLC Sample Contracts

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STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • November 15th, 2007 • RCGM LLC • Retail-furniture stores • Delaware

THIS STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of November 8, 2007, by and between Restoration Hardware, Inc., a Delaware corporation (the ”Company”) and the undersigned stockholder (the “Stockholder”).

Reservoir Master Fund, L.P. Letterhead]
Equity Rollover Agreement • November 15th, 2007 • RCGM LLC • Retail-furniture stores

Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and among Home Holdings, LLC, a Delaware limited liability company (“Parent”), Home Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Restoration Hardware, Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub, or a permitted assignee of Merger Sub, will be merged into the Company (the “Merger”), with the Company as the Surviving Corporation. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. This letter is being delivered to Parent in connection with the execution of the Merger Agreement by Parent, Merger Sub and the Company. For purposes of this letter, “Investors” means the parties delivering Equity Commitments (as defined herein) and other investors investing in Parent.

PALLADIN CAPITAL IX, LLC 1 ROCKEFELLER PLAZA 10TH FLOOR NEW YORK, NY 10020
Series a and B Preferred Stock Purchase Agreement • April 2nd, 2001 • Reservoir Capital Management LLC • Retail-furniture stores • New York
AMENDMENT TO STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • January 29th, 2008 • RCGM LLC • Retail-furniture stores • Delaware

THIS AMENDMENT TO STOCKHOLDER VOTING AGREEMENT (this “Amendment”) is made as of January 24, 2008, by and between Restoration Hardware, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder (the “Stockholder”).

January 24, 2008
Merger Agreement • January 29th, 2008 • RCGM LLC • Retail-furniture stores

Reference is made to (i) the Agreement and Plan of Merger, dated November 8, 2007 (the “Merger Agreement”), between Home Holdings, LLC (“Parent”), Home Merger Sub, Inc., a Delaware corporation, and Restoration Hardware, Inc., a Delaware corporation (the “Company”) and (ii) the letter agreement (the “Letter Agreement”), dated November 8, 2007, between Parent and the undersigned. Capitalized terms used herein but not defined herein shall have the meanings set forth in the Merger Agreement, as amended by the Amendment.

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